WARNING

Your permission to use the Data and Services is conditional upon you, the “Customer”, agreeing to the terms set out below. By clicking "I Accept" at the end of the terms, you confirm that you have read and accepted the terms. Acceptance will bind you to the terms. If you do not unconditionally accept the terms, you must not click “I Accept”, you must not use the Data or Services, and you must return or destroy all copies of the Data in your possession or control.

LICENCE

1. d-cyphaTrade grants to the Customer a non-exclusive, non-transferable licence to use the Data and Services on the following basis:
a) the Customer may use the Data and Services for its own internal information purposes only;
b) the Customer may allow its Related Parties to access the Data and Services to the extent necessary for the Customer’s internal information purposes;
c) the Customer may print hard copies, and electronically store copies, of the Data to the extent necessary for its own internal information purposes;
d) the Customer must ensure that all Licence Restrictions are complied with and all Access Information is kept secure and confidential; and
e) the Customer must ensure all copyright, trademark and other proprietary notices and all disclaimers are retained in any copies of any Data produced under clause 1(c).

2. Except as expressly set out in clause 1, the Customer may not sell, sub-license, license, assign, make available, distribute, display, or transmit any Data or Services to any person.

3. The Customer must ensure that any of its Related Parties to whom it provides access to the Data or Services under clause 1(b) complies with the terms of this agreement as if that Related Party were a party to this agreement. The Customer is responsible and liable for any breach of this agreement by its Related Parties.

INTELLECTUAL PROPERTY

4. The Customer acknowledges that all Intellectual Property in the Data and Services is owned by d-cyphaTrade or its third party licensors.

WARRANTIES, LIABILITY AND INDEMNITIES

5. d-cyphaTrade will carry out its obligations under this agreement to the best of its knowledge and experience, using due diligence and care, and at all times exercising a reasonable degree of skill, competence and professionalism. d-cyphaTrade will use reasonable endeavours to ensure that the Data is accurate, complete, current and available.

6. Except as expressly set out in this agreement, or to the extent any warranty, representation or guarantee implied by law cannot be excluded, d-cyphaTrade gives no warranties, representations or guarantees in relation to the Data or Services, and (without limiting the above) d-cyphaTrade gives no warranty, representation or guarantee that the Data or Services will be accurate, complete, current, always available or fit for any particular purpose.

7. To the fullest extent permissible under law, d-cyphaTrade will not be liable to the Customer or any third party for any damages, losses or expenses (including any indirect, consequential or punitive losses or damages or any amounts for loss of income or profits) of any kind (arising in contract, tort or otherwise) suffered or incurred:
a) as a result of any failure of the Data or Services to be accurate, complete, current, always available or fit for any particular purpose;
b) in connection with the Customer's use of, inability to use, or reliance on, the Data or Services; or
c) as a result of any act or omission by the Customer.

8. If for any reason d-cyphaTrade or any of its Related Parties is liable to the Customer in connection with the Data or Services, the aggregate liability of d-cyphaTrade and its Related Parties to the Customer (whether in contract, tort or otherwise) is limited to the total subscription fees for the relevant Services paid by the Customer.

9. The Customer indemnifies d-cyphaTrade and its Related Parties against any damages, losses or expenses suffered or incurred by d-cyphaTrade or its Related Parties as a result of a claim by a third party as a result of a breach by the Customer of this agreement.

SUBSCRIPTIONS

10. The minimum subscription period for any Service is 12 months. The Customer will pay the relevant subscription fee in advance in such instalments as apply to the relevant Service and the Customer’s chosen payment method. A subscription for any Service will continue indefinitely after the first 12 months of the subscription provided that the Customer continues to pay the relevant subscription fee instalments in advance.

11. d-cyphaTrade may, at any time and without notice to the Customer, terminate or suspend a subscription for a Service if:
a) the Customer fails to pay when due any instalment of the subscription fee for the Service;
b) the Customer commits or threatens to commit any other material breach of this agreement; or
c) the relevant Data ceases to be available to DCT, or DCT ceases to have the right to provide it to the Customer, for any reason.
Termination or suspension of a subscription under paragraph (a) or (b) of this clause within the first 12 months of the subscription will not relieve the Customer of its obligation to pay the relevant subscription fee for the full 12 month period. Any outstanding subscription fee for the terminated or suspended subscription will become immediately payable.

12. If the Customer has chosen to pay subscription fees for a Service automatically by credit card, d-cyphaTrade will store the Customer’s credit card details and use them only for the purpose of processing the Customer’s subscription fee payments for the Service.

AMENDMENTS

13. d-cyphaTrade may amend the terms of this agreement from time to time. d-cyphaTrade will notify the Customer of any amendment to the terms, following which the Customer may terminate its subscription for any affected Service on notice to d-cyphaTrade given not later than 20 days after d-cyphaTrade’s notice. Otherwise, no variation to this agreement will be effective unless it is in writing and signed by duly authorised representatives of both parties.

GENERAL

14. This agreement records the entire agreement between the parties relating to the Data and Services and supersedes all previous arrangements, understandings, representations and agreements, whether written or oral, relating to the Data and Services. For the avoidance of doubt, if there is any conflict between this agreement and the Disclaimer on d-cyphaTrade’s website, this agreement will prevail.
15. This agreement is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales in respect of all matters relating to this agreement.
16. The Customer may not assign any of its rights or obligations under this agreement without the prior written consent of d-cyphaTrade. d-cyphaTrade may assign its rights and obligations under this agreement to a related company of d-cyphaTrade without the Customer’s consent.
17. If any provision of this agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this agreement. The invalidity or unenforceability of that provision will not affect the other provisions of this agreement, all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.
18. Any waiver by either party of any of its rights or remedies under this agreement will be effective only if it is recorded in writing and signed by a duly authorised representative of that party.
19. The rights and remedies provided in this agreement are cumulative and not exclusive of any rights or remedies provided by law.
20. In this agreement the following terms have the meanings set out below unless the context requires otherwise:

“Access Information” means any secure login, password or other means of authentication for using a Service;

"Data" means a dataset provided by d-cyphaTrade via the d-cyphaTrade online Data Centre, (secure or unsecured) FTP or any other medium;

"Intellectual Property" means copyright, all rights in relation to inventions, patents, registered and unregistered trade marks (including logos), registered and unregistered designs, domain names, rights in computer software and databases, circuit layouts, confidential information, and all other intellectual property rights anywhere in the world;

"Licence Restriction" means any quantitative or qualitative restriction that applies to the Customer’s use of a Service, which may be (without limitation) a restriction on the number of individual users, on the number of concurrent users, or to specific named users of the Service;

"Related Parties" means all employees, agents and related companies of the relevant party (including, for d-cyphaTrade, Transpower New Zealand Limited and Energy Market Services Limited); and

“Service” means d-cyphaTrade’s provision of Data to the Customer.

ADDITIONAL TERMS OF USE

(a) None of Distributor (d-cyphaTrade Limited), IDA (Interactive Data Australia Pty Ltd), IDA’s affiliates, any Sources or Information Providers (e.g. futures exchanges) shall have any liability for (i) the accuracy or completeness of the Information furnished through the Distributor Services (including but not limited to free online information or subscription based information provided by the Distributor), (b) delays or interruptions to the Information or omissions therein or (c) lost profits, indirect, special or consequential damages arising in any way from the user’s use of the Information or the Distributor Services;
(b) One of the Distributor, IDA, IDA’s affiliates, Sources or Information Providers have exclusive proprietary rights in the Information provided through the Distributor Services and the provision of the Information to the user does not constitute publication and does not grant any right beyond the user’s personal use;
(c) Neither Subscribers (subscribers to the Distributor Services) nor Public Users (users of free information provided by the Distributor) shall use or permit anyone to use the Information provided through the Distributor Services for any unlawful or unauthorized purpose;
(d) Subscribers and Public Users are not authorized or permitted to furnish the Information to any person or firm without prior written approval of the Source of such information;
(e) Subscribers and Public Users acknowledge that their arrangement with Distributor for receipt of the Information is subject to termination without prior notice and without recourse in the event that this Agreement between Distributor and IDA is terminated for any reason.
(f) Subscriber agrees that where a Source requires the Subscriber to have written approval for receipt of the Information from that Source, the Subscriber must obtain such written approval from the Source prior to receipt of the Information, and the Subscriber agrees to comply with any conditions, restrictions or limitations imposed by the Source, including paying all fees or charges as the Source may impose either directly or through IDA or the Distributor. Otherwise, the Distributor may not be able to continue to provide the Information to the Subscriber.
(g) Subscriber acknowledges that the Sources described in the preceding paragraph may have the right to terminate provision of the Information to Subscriber with or without notice and that neither any such Source, IDA nor Distributor shall have any liability in connection therewith.
TERMS AND CONDITIONS OF USE OF INTERACTIVE DATA INFORMATION
All information provided by Interactive Data Corporation (“Interactive Data”) and its affiliates including Interactive Data (Australia) Pty Ltd (the “Information”) to Subscribers of this service is owned by or licensed to Interactive Data, its affiliates or its Sources and any Subscriber is permitted to store, manipulate, analyze, reformat, print and display the Information only for such Subscriber’s personal use. In no event shall any Subscriber publish, retransmit, redistribute or otherwise reproduce any of the Information in any format to anyone.
Prior to the execution of a security trade based upon the Information, you are advised to consult with your broker or other financial representative to verify pricing information.
Neither Interactive Data nor its affiliates make any express or implied warranties (including, without limitation, any warranty or merchantability or fitness for a particular purpose or use) regarding the Information. The Information is provided to Subscribers on an “as is” basis. Neither Interactive Data nor its affiliates will be liable to any Subscriber or any other party for any interruption, inaccuracy, error or omission, regardless of cause, in the Information or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting from its use by any party